Company investors and consequently, corporate boards, are acknowledging the importance of implementing good environmental, social, and governmental (“ESG”) policies to help mitigate risk, attract quality leadership, and...more
The COVID-19 pandemic has caused severe disruption, distress and uncertainty for companies across almost every industry. While this initially resulted in a substantial slow-down in the M&A market, transactional activity is...more
7/28/2020
/ Buyers ,
CARES Act ,
Carve Out Provisions ,
Consent ,
Contract Disputes ,
Contract Terms ,
Coronavirus/COVID-19 ,
Enforcement ,
Financing ,
Force Majeure Clause ,
Indemnification ,
Protective Covenants ,
Representations and Warranties ,
Sellers ,
Termination Rights ,
Third-Party
The COVID-19 pandemic has caused severe disruption, distress and uncertainty for companies across almost every industry. While this initially resulted in a substantial slow-down in the M&A market, transactional activity is...more
7/28/2020
/ Business Losses ,
Business Operations ,
Buyers ,
Commercial Insurance Policies ,
Coronavirus/COVID-19 ,
Due Diligence ,
Employment Terms ,
Financial Planning ,
Investors ,
Regulatory Requirements ,
Risk Management ,
Supply Chain
What is in store for companies that are on the cusp of financial distress and might be facing potential mergers and acquisitions (M&A) or liquidation? We’re discussing what buyers and sellers should keep in mind while...more
The private equity industry is facing increased scrutiny by the U.S. Government for potential violations of the Foreign Corrupt Practices Act (“FCPA”). The Securities and Exchange Commission (“SEC”) has created a new private...more
7/1/2016
/ Anti-Bribery ,
Anti-Corruption ,
Civil Monetary Penalty ,
Enforcement Actions ,
Financial Services Industry ,
Foreign Corrupt Practices Act (FCPA) ,
Pension Funds ,
Popular ,
Portfolio Companies ,
Private Equity ,
Public Officials ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
State-Owned Enterprises
The Delaware Court of Chancery recently addressed a number of claims commonly made in the “ubiquitous” stockholder litigation that follows announcement of a public merger or acquisition transaction. In Dent v. Ramtron Int’l...more
In Branin v. Stein Roe Inv. Counsel, LLC, C.A. 8481-VCN, 2014 WL 2961084 (Del. Ch. June 30, 2014), the Delaware Court of Chancery held that a vested right to indemnification may not be rescinded by a subsequent amendment to...more
The Delaware General Corporation Law, 8 Del. Code (the “DGCL”), has been amended to add a new Section 251(h) providing for, subject to certain conditions, a more expeditious and less costly closing of a two-step transaction....more
In In re Trados Inc. Shareholder Litigation, Case No. 1512-VCL, 2013 Del. Ch. LEXIS (Del. Ch. Aug. 16, 2013), Vice Chancellor Laster of the Court of Chancery of the State of Delaware resolved the long-pending dispute...more